INVESTMENT SUB-ADVISORY AGREEMENT
between
ING LIFE INSURANCE AND ANNUITY COMPANY
and
OPPENHEIMERFUNDS, INC.
INVESTMENT SUB-ADVISORY AGREEMENT, made as of the 8th day of November, 2004,
between ING Life Insurance and Annuity Company (the "Adviser"), an insurance
corporation organized and existing under the laws of the State of Connecticut,
and OppenheimerFunds, Inc. (the "Sub-Adviser"), a corporation organized and
existing under the laws of the State of Colorado.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as
of the 1st day of May, 2003 ("Advisory Agreement") with ING Partners, Inc.
("Company"), which is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, the Company is authorized to issue separate series, each of which will
officer a separate class of shares of beneficial interest, each series having
its own investment objective or objectives, policies and limitations and intends
to offer shares of additional series in the future; and
WHEREAS, the Company shareholders are and will be (1) separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies,
(2) qualified pension and retirement plans outside the separate account context,
(3) the Company's investment advisers and their affiliates; and (4) the
investment adviser of certain affiliated open- end management investment
companies registered under the 1940 Act or any of the Adviser's affiliates; and
WHEREAS, the Sub-Adviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, pursuant to the authority granted to the Adviser in the Advisory
Agreement, the Adviser wishes to retain the Sub-Adviser to furnish investment
advisory services to one or more of the series of the Company and the
Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints the Sub-Adviser as its investment
Sub-Adviser to the series of the Company set forth on Schedule A hereto (each a
"Portfolio" collectively, the "Portfolios") for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
In the event the Company designates one or more Portfolio other than the
Portfolios with respect to which the Company and the Adviser wish to retain the
Sub-Adviser to render investment sub-advisory services hereunder, they shall
promptly notify the Sub-Adviser in writing. If the Sub-Adviser is willing to
render such services, it shall so notify the Company and Adviser in writing,
whereupon such portfolio shall become a Portfolio hereunder, and be subject to
this Agreement.
2. Duties of the Sub-Adviser.
A. Investment Sub-Advisory Services. Subject to the supervision of the Company's
Board of Directors (the "Board") and the Adviser, the Sub-Adviser shall act as
the investment Sub-Adviser and shall supervise and direct the investments of the
Portfolio in accordance with its investment objectives, policies, and
restrictions as provided in the Company's Prospectus and Statement of Additional
Information, as currently in effect and as amended or supplemented from time to
time (hereinafter referred to as the "Prospectus"), and such other limitations
as the Company may impose by notice in writing to the Sub-Adviser. The
Sub-Adviser (1) shall obtain and evaluate such information relating to the
economy, industries, businesses, securities markets, and individual securities
as it may deem necessary or useful in the discharge of its obligations hereunder
and shall formulate and implement a continuing program for the management of the
assets and resources of each Portfolio in a manner consistent with each
Portfolio's investment objective, policies, and restrictions, (2) manage each
Portfolio so that it meets the income and asset diversification requirements of
Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"), (3)
manage each Portfolio so that no action or omission on the part of the
Sub-Adviser shall cause a Portfolio to fail to comply with the diversification
requirements of Section 817(h) of the Code, and the regulations issued
thereunder, and (4) manage each Portfolio in compliance with the requirements
applicable to registered investment companies under applicable laws and those
requirements applicable to both regulated investment companies and segregated
asset accounts under Subchapters M and L of the "Code". To implement its duties,
the Sub-Adviser is hereby authorized to:
(i) buy, sell, exchange, convert, lend, and otherwise trade in any stocks,
bonds, and other securities or assets on behalf of each Portfolio; and
(ii) place orders and negotiate the commissions (if any) for the execution of
transactions in securities or other assets with or through such brokers,
dealers, underwriters or issuers as the Sub-Adviser may select.
B. Sub-Adviser Undertakings. In all matters relating to the performance of this
Agreement, the Sub-Adviser shall act in conformity with the Company's Articles
of Incorporation, Bylaws, and current Prospectus and with the written
instructions and directions of the Board and the Adviser. The Sub-Adviser hereby
agrees to:
(i) regularly (but no less frequently than quarterly) report to the Board and
the Adviser (in such form as the Adviser and Sub-Adviser mutually agree) with
respect to the implementation of the investment program and, in addition,
provide such statistical information and special reports concerning the
Portfolio and/or important developments materially affecting the investments
held, or contemplated to be purchased, by the Portfolio, as may reasonably be
requested by the Board or the Adviser and agreed to by the Sub-Adviser,
including attendance at Board meetings, as reasonably requested, to present such
information and reports to the Board, provided however, that both parties note
the Sub-Adviser does not maintain the official books and records of the
Portfolio, and any information provided pursuant to this position by the
Sub-Adviser will be based on information in its possession and/or model
portfolios;
(ii) provide reasonable assistance to the Company's pricing agent or the Adviser
regarding the valuation of securities that are not registered for public sale,
not traded on any securities markets, or otherwise may be deemed illiquid for
purposes of the 1940 Act and for which market quotations are not readily
available, provided, however, that the parties acknowledge that the Sub-Adviser
is not the fund accounting agent for the Portfolio and is not responsible for
pricing determinations or calculations and any information provided pursuant to
this position by Sub-Adviser will be provided for information purposes only;
(iii) provide any and all information, records and supporting documentation
about accounts the Sub-Adviser manages that have investment objectives,
policies, and strategies substantially similar to those employed by the
Sub-Adviser in managing the Portfolio which may be reasonably necessary, under
applicable laws, to allow the Company or its agent to present historical
performance information concerning the Sub- Adviser's similarly managed
accounts, for inclusion in the Company's Prospectus and any other reports and
materials prepared by the Company or its agent, in accordance with regulatory
requirements, noting, however, that the Sub-Adviser does not maintain composite
performance information;
(iv) establish appropriate personnel contacts with the Adviser and the Company's
Administrator in order to provide the Adviser and Administrator with information
as reasonably requested by the Adviser or Administrator; and
(v) execute account documentation, agreements, contracts and other documents as
the Adviser shall be requested by brokers, dealers, counterparties and other
persons to execute in connection with its management of the assets of the
Portfolio, provided that the Sub-Adviser receives the express agreement and
consent of the Adviser and/or the Board to execute such documentation,
agreements, contracts and other documents. The Adviser's express consent and
agreement shall be deemed granted to the extent the Sub-Adviser is acting in
accordance with the Company's registration statement as may be amended from time
to time. In such respect, and only for this limited purpose, the Sub-Adviser
shall act as the Adviser and/or the Portfolio's agent and attorney-in-fact.
Notwithstanding the above, with respect to any investments, including futures
contracts and options on futures contracts ("futures"), which are permitted to
be made by the Sub-Adviser, the Adviser hereby authorizes and directs the
Sub-Adviser to sign all required account documents required by a broker-dealer
or a futures commission merchant, which will permit the Sub-Adviser to establish
the trading account(s) in the name of the Portfolio at such firm and to carry
out its trading strategies with respect to such investments. The Company and the
Adviser each acknowledges and understands that it will be bound by any such
trading accounts established by the Sub-Adviser for such trading purposes.
C. Expenses.
(i) The Sub-Adviser, at its expense, will furnish:
(1) all necessary investment and management facilities and investment personnel,
including salaries, expenses and fees of any personnel required for it to
faithfully perform its duties under this Agreement;
(2) administrative facilities, including bookkeeping, clerical personnel and
equipment required for it to faithfully and fully perform its duties and
obligations under this Agreement; and
(ii) The Sub-Adviser shall not be responsible for any of the following
expenses of the Company or its Portfolio:
(1) Expenses of all audits by the Company's independent public
accountants;
(2) Expenses of the Company's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(3) Expenses of the Company's custodial services, including
recordkeeping services provided by the custodian;
(4) Expenses of obtaining quotations for calculating the value of the
Portfolio's net assets;
(5) Expenses of obtaining Portfolio activity reports;
(6) Expenses of maintaining the Portfolio's tax records;
(7) Salaries and other compensation of any of the Company's
executive officers and employees;
(8) Taxes, if any, levied against the Company or any of its series;
(9) Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for the Portfolio;
(10) Costs, including the interest expenses, of borrowing money for the
Portfolio;
(11) Costs and/or fees incident to meetings of the Company's shareholders, the
preparation and mailings of prospectuses and reports of the Company to its
shareholders, provided that such costs and/or fees are not incurred due to the
actions of the Sub-Adviser, the filing of reports with regulatory bodies, the
maintenance of the Company's existence, and the registration of shares with
federal and state securities or insurance authorities;
(12) The Company's legal fees, including the legal fees related to the
registration and continued qualification of the Company's shares for sale;
(13) Costs of printing stock certificates, if any, representing Shares of
the Company;
(14) Directors' fees and expenses of directors of the Company;
(15) The Company's or the Portfolio's pro rata portion of the fidelity
bond required by Section 17(g) of the 1940 Act, or other insurance premiums;
(16) The Company's association membership dues, if any;
(17) Extraordinary expenses of the Company as may arise, including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Company to indemnify its directors, officers,
employees, shareholders, distributors, and agents with respect thereto; and
(18) The Company's organizational and offering expenses and, if
applicable, reimbursement (with interest) of underwriting discounts and
commissions.
D. The Sub-Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Sub-Adviser will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Sub- Adviser is directed at all times
to seek to execute brokerage transactions for the Portfolio in accordance with
such policies or practices as may be established by the Board and the Adviser
and described in the current Prospectus as amended from time to time. In placing
orders for the purchase or sale of investments for the Portfolio, in the name of
the Portfolio or their nominees, the Sub-Adviser shall use its best efforts to
obtain for the Portfolio the most favorable price and best execution available,
considering all of the circumstances, and shall maintain records adequate to
demonstrate compliance with this requirement.
Subject to the appropriate policies and procedures approved by the Adviser and
the Board, the Sub-Adviser may, to the extent authorized by Section 28(e) of the
Securities Exchange Act of 1934, cause the Portfolio to pay a broker or dealer
that provides brokerage or research services to the Sub-Adviser, an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines, in good faith, that such amount of
commission is reasonable in relationship to the value of such brokerage or
research services provided viewed in terms of that particular transaction or the
Sub-Adviser's overall responsibilities to the Portfolio or its other advisory
clients. To the extent authorized by Section 28(e) and the Adviser and the
Board, the Sub-Adviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of
such action.
E. The Sub-Adviser will not accept directed brokerage instructions from the
Adviser. Notwithstanding this provision and consistent with best execution, the
Sub-Adviser shall make reasonable efforts to use brokers that participate in any
commission recapture or reduction program that benefits the Portfolios.
F. On occasions when the Sub-Adviser deems the purchase or sale of a security to
be in the best interest of a Portfolio as well as other clients of the
Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and
regulations, and subject to the Adviser approval of the Sub-Adviser procedures,
may, but shall be under no obligation to, aggregate the orders for securities to
be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Portfolio and to its other clients.
G. With respect to the provision of services by the Sub-Adviser hereunder, the
Sub- Adviser will maintain all accounts, books and records with respect to each
Portfolio as are required of an investment adviser of a registered investment
company pursuant to the 1940 Act and the Advisers Act and the rules under both
statutes.
H. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the
compliance agent for the Portfolio, and does not have access to all of the
Company's books and records necessary to perform certain compliance testing.
However, to the extent that the Sub- Adviser has agreed to perform the services
specified in this Agreement, the Sub-Adviser shall perform compliance testing
with respect to the Portfolio based upon information in its possession and upon
information and written instructions received from the Adviser or the
Administrator and shall not be held in breach of this Agreement so long as it
performs in accordance with such information and instructions. The Adviser or
Administrator shall promptly provide the Sub- Adviser with copies of the
Company's Articles of Incorporation, Bylaws, current Prospectus and any written
policies or procedures adopted by the Board applicable to the Portfolio and any
amendments or revisions thereto.
I. The Sub-Adviser will have no duty to vote any proxy solicited by or with
respect to the issuers of securities in which assets of the Portfolios are
invested unless the Adviser gives the Sub-Adviser written instructions to the
contrary. If provided with such notice, the Sub- Adviser will vote proxies for
the Portfolio according to the Sub-Adviser's voting policies. The Sub-Adviser
will immediately forward any proxy solicited by or with respect to the issuers
of securities in which assets of the Portfolios are invested to the Adviser or
to any agent of the Adviser designated by the Adviser in writing.
The Sub-Adviser will make appropriate personnel available for consultation for
the purpose of reviewing with representatives of the Adviser and/or the Board
any proxy solicited by or with respect to the issuers of securities in which
assets of the Portfolios are invested. Upon request, the Sub-Adviser will submit
a written voting recommendation to the Adviser for such proxies. In making such
recommendations, the Sub-Adviser shall use its good faith judgment to act in the
best interests of the Portfolios. The Sub-Adviser shall disclose to the best of
its knowledge any conflict of interest with the issuers of securities that are
the subject of such recommendation including whether such issuers are clients or
are being solicited as clients of the Sub-Adviser or of its affiliates.
J. The Sub-Adviser hereby authorizes Adviser to use Sub-Adviser's name and any
applicable trademarks in the Company's Prospectus, as well as in any
advertisement or sales literature used by the Adviser or its agents to promote
the Company and/or to provide information to shareholders of the Portfolio.
During the term of this Agreement, the Adviser shall furnish to the Sub-Adviser
at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of the Company or the public, which refer to the Sub-Adviser or its
clients in any way, prior to the use thereof, and the Adviser shall not use any
such materials if the Sub-Adviser reasonably objects within three business days
(or such other time as may be mutually agreed) after receipt thereof. The
Adviser shall ensure that materials prepared by employees or agents of the
Adviser or its affiliates that refer to the Sub- Adviser or its clients in any
way are consistent with the prospectus and those materials previously approved
by the Sub-Adviser.
K. The Adviser shall furnish the Sub-Adviser with any further documents,
materials or information that the Sub-Adviser may reasonably request to enable
it to perform its duties pursuant to this Agreement.
L. The Sub-Adviser makes no representation or warranty, express or implied, that
any level of performance or investment results will be achieved by the
Portfolio, whether on a relative or absolute basis.
M. The Portfolios have adopted policies to identify and prevent investors in the
Portfolio from market timing the purchase and sale of the Portfolio's shares or
engaging in arbitrage activity to the material detriment of long-term investors
in the Portfolios.
N. All necessary country registrations that are material to the operation of the
Portfolios will be in place by the Sub-Adviser's management start date so that
the Sub-Adviser can invest each Portfolio's assets consistent with the
comparable ▇▇▇▇▇▇▇▇▇▇▇ fund's investments. If such registrations are not in
place, the Adviser acknowledges the Sub-Adviser will allocate those portions of
the Portfolio to cash.
3. Compensation of Sub-Adviser. The Adviser will pay the Sub-Adviser, with
respect to each Portfolio, the compensation specified on Schedule A to this
Agreement. Payments shall be made to the Sub-Adviser on the second day of each
month; however, this advisory fee will be calculated based on the daily average
value of the aggregate assets of all Portfolios subject to the Sub-Adviser's
management (such aggregation as defined on Schedule A hereto) and accrued on a
daily basis. The fee will be prorated to reflect any portion of a calendar month
that this Agreement is not in effect among the parties. In accordance with the
provisions of the Advisory Agreement, the Adviser is solely responsible for
payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment
of its fees solely from the Adviser.
4. Liability of Sub-Adviser. Neither the Sub-Adviser nor any of its directors,
officers, employees or agents shall be liable to the Adviser or the Company for
any loss or expense suffered by the Adviser or the Company resulting from its
acts or omissions as Sub-Adviser to the Portfolio, except for losses or expenses
to the Adviser or the Company resulting from willful misconduct, bad faith, or
gross negligence in the performance of, or from reckless disregard of, the
Sub-Adviser's duties under this Agreement. Neither the Sub-Adviser nor any of
its agents shall be liable to the Adviser or the Company for any loss or expense
suffered as a consequence of any action or inaction of other service providers
to the Company in failing to observe the instructions of the Adviser, provided
such action or inaction of such other service providers to the Company is not a
result of the willful misconduct, bad faith or gross negligence in the
performance of, or from reckless disregard of, the duties of the Sub-Adviser
under this Agreement.
5. Non-Exclusivity. The services of the Sub-Adviser to the Portfolios and the
Company are not to be deemed to be exclusive, and the Sub-Adviser shall be free
to render investment advisory or other services to others (including other
investment companies) and to engage in other activities, provided, however, that
the Sub-Adviser may not consult with any other sub- adviser of the Company
concerning transactions in securities or other assets for any investment
portfolio of the Company, including the Portfolios, except that such
consultations are permitted between the current and successor sub-advisers of
the Portfolios in order to effect an orderly transition of sub-advisory duties
so long as such consultations are not concerning transactions prohibited by
Section 17(a) of the ▇▇▇▇ ▇▇▇.
6. Adviser Oversight and Cooperation with Regulators. The Adviser and
Sub-Adviser shall cooperate with each other in providing records, reports and
other materials to regulatory and administrative bodies having proper
jurisdiction over the Company, the Adviser and the Sub- Adviser, in connection
with the services provided pursuant to this Agreement; provided, however, that
this agreement to cooperate does not apply to the provision of information,
reports and other materials which either the Sub-Adviser or Adviser reasonably
believes the regulatory or administrative body does not have the authority to
request or which is privileged or confidential information of the Sub-Adviser or
Adviser.
7. Records. The Sub-Adviser hereby agrees that all records which it maintains
for the Company are the property of the Company and further agrees to surrender
promptly to the Company any of such records upon the Company's or the Adviser's
request in compliance with the requirements of Rule 31a-3 under the 1940 Act,
although the Sub-Adviser may, at its own expense, make and retain a copy of such
records. The Sub-Adviser further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
In the event of the termination of this Agreement and the Company's or the
Adviser's request, such records shall promptly be returned to the Company by the
Sub-Adviser free from any claim or retention of rights therein; provided
however, that the Sub-Adviser may, at its own expense, make and retain copies
thereof.
Each party to this Agreement shall keep confidential any nonpublic information
concerning the other party's (or any Sub-Adviser's) duties hereunder and shall
disclose such information only if the non-disclosing party has authorized such
disclosure or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities.
8. Duration of Agreement. This Agreement shall become effective on the date
first indicated above, subject to the condition that the Company's Board,
including a majority of those Directors who are not interested persons (as such
term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Sub-Adviser, shall have
approved this Agreement. Unless terminated as provided in Section 12, below,
this Agreement will remain in full force and effect until November 30, 2005 and
continue on an annual basis thereafter with respect to each Portfolio covered by
this Agreement; provided that such annual continuance is specifically approved
each year by (a) the Board of Directors of each Portfolio, or by the vote of a
majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of
each Portfolio, and (b) the vote of a majority of those Directors who are not
parties to this Agreement or interested persons (as such term is defined in the
▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called
for the purpose of voting on such approval. The Sub-Adviser shall not provide
any services for such Portfolio or receive any fees on account of such Portfolio
with respect to which this Agreement is not approved as described in the
preceding sentence. However, any approval of this Agreement by the holders of a
majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a Portfolio
shall be effective to continue this Agreement with respect to such Portfolio
notwithstanding (i) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Portfolio or (ii) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Company, unless such approval shall be required by any other
applicable law or otherwise.
9. Representations of Sub-Adviser. The Sub-Adviser represents, warrants, and
agrees as follows:
A. The Sub-Adviser: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement; (iii) has met, and
will continue to meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory organization, necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this Agreement;
and (v) will immediately notify the Adviser of the occurrence of any event that
would disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already done
so, will provide the Adviser and the Company with a copy of such code of ethics,
together with evidence of its adoption.
C. The Sub-Adviser has provided the Adviser and the Company with a complete copy
of its Form ADV as most recently filed with the SEC and hereafter will furnish a
copy of its annual amendment to the Adviser.
10. Provision of Certain Information by Sub-Adviser. The Sub-Adviser will
promptly notify the Adviser in writing of the occurrence of any of the following
events:
A. the Sub-Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
B. the Sub-Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry, or investigation, at law or in equity, before or by any
court, public board, or body, involving the affairs of the Company;
C. the portfolio manager of a Portfolio changes or there is otherwise a "change
in control" (as that phrase is interpreted under the 1940 Act and the Advisers
Act) or management of the Sub-Adviser, provided notice is sufficient if sent by
e-mail to contact person listed in Section 14.
11. Provision of Certain Information by the Adviser. The Adviser will promptly
notify the Sub-Adviser in writing of the occurrence of any of the following
events:
A. the Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
B. the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry, or investigation, at law or in equity, before or by any
court, public board, or body, involving the affairs of the Company;
C. a controlling stockholder of the Adviser changes or there is otherwise an
actual change in control or management of the Adviser.
12. Termination of Agreement. This Agreement may be terminated with respect to
any Portfolio covered by this Agreement: (a) by the Adviser at any time, upon
sixty (60) days' written notice to the Sub-Adviser and the Company, (b) at any
time without payment of any penalty by the Company, by the Company's Board or a
majority of the outstanding voting securities of each Portfolio, upon sixty (60)
days' written notice to the Adviser and the Sub- Adviser, or (c) by the
Sub-Adviser upon three (3) months' written notice unless the Company or the
Adviser requests additional time to find a replacement for the Sub-Adviser, in
which case the Sub-Adviser shall allow the additional time requested by the
Company or Adviser not to exceed three (3) additional months beyond the initial
three-month notice period; provided, however, that the Sub-Adviser may terminate
this Agreement at any time without penalty, effective upon written notice to the
Adviser and the Company, in the event either the Sub-Adviser (acting in good
faith) or the Adviser ceases to be registered as an investment adviser under the
Advisers Act or otherwise becomes legally incapable of providing investment
management services pursuant to its respective contract with the Company, or in
the event the Adviser becomes bankrupt or otherwise incapable of carrying out
its obligations under this Agreement, or in the event that the Sub-Adviser does
not receive compensation for its services from the Adviser or the Company as
required by the terms of this Agreement.
This Agreement shall automatically terminate in the event of its assignment (as
such term is described in the 1940 Act). In the event this Agreement is
terminated or is not approved in the manner described above, the Sections or
Paragraphs numbered 4, 6, 7 and 15 of this Agreement shall remain in effect, as
well as any applicable provision of this Section numbered 12 and, to the extent
that only amounts are owed to the Sub-Adviser as compensation for services
rendered while the Agreement was in effect, Section 3.
13. Amendment of Agreement. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge,
or termination is sought, and no amendment of this Agreement shall be effective
until approved as required by applicable law.
14. Notices. Any written notice required by or pertaining to this Agreement
shall be personally delivered to the party for whom it is intended, at the
address stated below, or shall be sent to such party by prepaid first class mail
or facsimile.
If to the Adviser:
ING Life Insurance and Annuity Company
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
OppenheimerFunds, Inc
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Two World Financial Center
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
OFI Legal
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
At the same address
15. Confidentiality. Any information and advice furnished by any party to this
Agreement to the other party or parties shall be treated as confidential and
shall not be disclosed to third parties without the consent of the other party
hereto except as required by law, rule or regulation.
16. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance with the laws
of the State of Maryland, without giving effect to the conflicts of laws
principles thereof, and with the 1940 Act. To the extent that the applicable
laws of the State of Maryland conflict with the applicable provisions of the
1940 Act, the latter shall control.
B. Captions. The Captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior agreements
between the parties concerning management of the Portfolio and all such prior
agreements shall be deemed terminated upon the effectiveness of this Agreement.
D. Interpretation. Nothing herein contained shall be deemed to require the
Company to take any action contrary to its Articles of Incorporation, Bylaws, or
any applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of its responsibility for
and control of the conduct of the affairs of the Company.
E. Definitions. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States courts or,
in the absence of any controlling decision of any such court, by rules, releases
or orders of the SEC validly issued pursuant to the Act. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," "broker," "investment
adviser," "net assets," "sale," "sell," and "security" shall have the same
meaning as such terms have in the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, release or order. Where the effect of a
requirement of the federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, release, or order of the SEC,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, release, or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
ING LIFE INSURANCE AND ANNUITY COMPANY
By:
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Vice President
OPPENHEIMERFUNDS, INC.
By:
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Vice President
SCHEDULE A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
between
ING LIFE INSURANCE AND ANNUITY COMPANY
and
OPPENHEIMERFUNDS, INC.
PORTFOLIOS
ANNUAL
SUB-ADVISER FEE
(as a percentage of average daily net assets)
ING ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio and
ING ▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Portfolio
0.30% if total assets as defined below at any
month-end are less than or equal to $1 billion
0.23% if total assets as defined below at any
month-end are in excess of $1 billion
For purposes of calculating fees under this Agreement, the assets of the
Portfolios shall be aggregated with the assets of the ING ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Portfolior, a series of ING Investors Trust, which is not a party to this
Agreement. The aggregated assets will be applied to the above schedule and the
resulting fee shall be prorated back to each Portfolio and its respective
Adviser/Manager based on relative net assets.